Udaipur Cement Works Ltd Directors Report.
Your Directors are pleased to present the 23 Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31 March 2019.
|( Rs. in Lakh)|
|Sales & Other Income||58,044.67||38,607.96|
|Profit/(Loss) before Interest &||4,108.54||2,180.75|
|Profit/(Loss) before Depreciation||(2,742.61)||(4,557.32)|
|Profit/(Loss) after Tax||(4,085.02)||(4,370.85)|
|Surplus/(Deficit) brought forward||(309.36)||4,061.49|
|Total Surplus/(De cit)||(4,394.38)||(309.36)|
Within two years of commissioning of the integrated cement plant, your Company has been able to launch its PLATINUM HEAVY DUTY CEMENT brand in three nearby states and commands a premium over other brands. During the FY 2018-19, the cement production scaled a new high at 10.78 Lakh tonnes with plant cement despatches at 10.77 Lakh tonnes. In addition to the above, your Company has been able to sell 2.39 Lakh tonnes of Platinum Heavy Duty Cement through trading activities and also sell 3.40 Lakh tonnes of clinker. The Companys Revenue for the FY 2018-19 reported an all-time high of Rs. 58,044.67 Lakh against previous years Revenue of Rs. 38,607.96 Lakh showing an upsurge of 50%. The Companys EBIDTA stood higher at Rs. 4,108.54 Lakh during the Year compared to Rs. 2,180.75 Lakh in the previous year showing a growth of 88%. However, due to higher depreciation and finance cost, the Company suffered a net Loss of Rs. 4,085.02 Lakh against previous years net loss of Rs. 4,370.85 Lakh.
OUTLOOK FOR INDIAN ECONOMY AND CEMENT
The Indian economy retained its tag of the fastest growing major economy in the world in FY 19 for a second year in a row as it continued its climb on an upward growth path. The economy registered a growth rate of 7% during this period as per advance estimates of the Central Statistical Of ce.
The economy is projected to grow at the rate of 7.5% during FY 20, expanding further to 7.7% during FY 21 as per the International Monetary Fund (IMF) World Economic Outlook January update. The growth rates for the economy are pegged much higher than the global growth rates for the same years, at 3.5% and 3.6% for the corresponding periods respectively, thus placing the economy on a solid footing even amidst growing global uncertainties.
The manufacturing sector is expected to post robust growth with the sectors GVA growth provisionally estimated at 6.9% in FY 19 as compared to 5.9% during FY 18. Growth in the sectors including trade, hotel, transport, communication and services related to broadcasting, which moderated during the first half of the year is expected to pick up on account of improved domestic demand conditions. GVA growth for these sectors is provisionally estimated to be at 6.9% in FY 19 in contrast to 6.2% in FY 18. Construction sector is also expected to grow by 8.7% during FY 19 as compared to 5.6% during FY 18. Overall trade including services reached US$ 540 billion for the scal.
All the factors mentioned above should lead to increase in employment and consequent increase in incomes and discretionary spending. Demand for affordable housing under Pradhan Mantri Awas Yojana (PMAY) in both urban as well as in rural is expected to get further boost as the consumers spend more on housing. It is already visible from the growth in construction sector. In addition, the continuing focus and growth in infrastructure sector, the pace at which new highways are being built, rail network is being expanded, new airports, expansion of existing airports, inland water ways, port development and so on would provide much needed momentum to growth in cement consumption and demand.
THREAT & OPPORTUNITIES
India is the second largest producer of cement in the world. No wonder, Indias cement industry is a vital part of its economy, providing employment to more than a million people, directly or indirectly. In addition, cement is vital part of any construction and construction sector is the second largest creator of employment in the country after agriculture. Ever since it was deregulated in 1982, the Indian cement industry has attracted huge investments, both from Indian as well as foreign investors.
India has a lot of potential for development in the infrastructure and construction sector and the cement sector is expected to largely benefit from it. Some of the recent major initiatives such as development of 98 smart cities are expected to provide a major boost to the sector.
Expecting such developments in the country and aided by suitable government foreign policies, several foreign players have invested in the country in the recent past. A significant factor which aids the growth of this sector is the ready availability of the raw materials for making cement, such as limestone and coal. According to data released by the Department of Industrial Policy and Promotion (DIPP), cement and gypsum products attracted Foreign Direct Investment (FDI) worth US$ 5.28 billion between April 2000 and December 2018.
In order to help the private sector companies thrive in the industry, the government has been approving their investment schemes like setting up of an Affordable Housing Fund of Rs. 25,000 Crore (US$ 3.86 billion) under the National Housing Bank (NHB) which will be utilised for easing credit to home buyers. The move is expected to boost the demand of cement from the housing segment. Further, the eastern states of India are likely to be the newer and virgin markets for cement companies and could contribute to their bottom line in future. In the next 10 years, India could also become exporter of clinker and grey cement to the Middle East, Africa and other developing nations of the world.
Due to the increasing demand in various sectors such as housing, commercial construction, infrastructure and industrial construction, cement demand which is about 330 Million Tonnes Per Annum (MTPA) currently, is expected to reach 550-600 MTPA by the year 2025. This provides a huge opportunity to the industry to invest and grow. However, indiscriminate investments to add capacity can also lead to creation of huge surplus capacities which can hurt the industry in short run. Such a situation was witnessed recently a few years ago between 2008 till 2015; when the industry capacity almost doubled during this period and surplus capacities exceeded 50% of total capacity in certain zones.
Your Company has adopted the strategy of treading cautiously in capacity expansion and is putting more focus on increasing market presence and market share in its core marketing zones. This approach is with the view of being ready to expand and add capacity when the time is right as the Company has all the necessary ingredients to take such steps at appropriate time.
RISKS AND CONCERNS
Energy (Power & Fuel), Supply Chain Costs and Taxes account for more than 60% of what a cement company gets from the customer as price or revenue from sales. Any major variation in these with adverse demand situation is a source of major risk and cause of concern. We would like to discuss and elaborate on each of these.
The cost of energy is largely impacted by global factors such as global supply situation, global economy, global politics and so on. It is more so for a country like ours which heavily depends on energy imports, more speci cally the cement industry which gets almost 50% of its fuel requirements through imports. So even a minor change in exchange rates owing to any change in trade balance can significantly impact the profitability of the industry. Luckily for the industry, the conditions in past have been favourable though there are some signs of hardening of energy prices in global market. In order to hedge against these volatilities, the cement companies are now gradually moving towards alternate forms of energy and fuels. In coming time, the industry hopes to meet significant requirements of power from renewable sources, though there is still a long way to go in terms of alternative fuels.
Transportation is a major component in Supply Chain and this again is largely dependent of cost of fuel that is imported. As the lead distances are becoming shorter, the share of road transport is increasing and thus the industry today is more vulnerable to variations in supply chain costs with respect to variations in fuel prices as compared to past when rail movement accounted for more than 50% of total. However, the positive aspect is that lead distances are shrinking and the gains of shortening the distribution distances are relatively higher than the incremental per KM cost. Hence, those who can reduce the lead distances aggressively would stand to gain in medium to long run.
Finally, the taxes - each time whenever GST Council meets, the industry eagerly hopes that the cement will be put under lower tax slabs than the sin slab of 28%. Ever since introduction of GST, the GST Council is periodically reviewing the tax rates and is consistently bringing more and more commodities under lower tax slabs. Cement is now one offivery few commodities which is in highest tax slab and understandably because it is not easy for the governments of the day to let lose the tax cow. Though recently the government has provided some relief to the users in terms of reducing GST on under construction property, a reduction in GST on cement would make the commodity more affordable to masses; especially those who are first time building homes under PMAY. It shall also help to bridge the gap in per capita cement consumption from global averages. With the general elections coming to an end and GST collections continuously improving; the industry is still hopeful for a favourable outcome.
Your Company had made various efforts to increase its market presence and market share in its natural markets and in markets that are more economically bene cial. It is putting all efforts to considerably shrink the lead distances to optimize logistics cost further and increase the share of blended cement in its product portfolio. These measures would provide the Company cushion to absorb the impact of increase in various costs.
HUMAN CAPITAL MANAGEMENT
The Company is known for its people centric approach ever since its inception. The Company has adopted best HR practices for retaining talents in the Organisation. To name a few, we have been able to initiate HR initiatives afresh for developing learning culture and starting programmes on Emerging Leadership, Strengthening PMS system through SMART based KRAs, 360 degree feedback, launching of various employee engagement activities viz. Quality Circles, SGAs, CFTs, 5S activities etc. Besides suggestion scheme and structured communication process, various training programmes for employee skill development both on functional and behavioral aspects are being organised in a structured way be tting benchmark practices.
With a view to develop belongingness amongst the employees and considering need of social, cultural and spiritual developments, planned welfare activities are being conducted in the plant. In order to retain talent in the Organisation, we have focused on various key parameters like recruitment, career development, performance management, award & recognition, executive coaching & mentoring, motivating employees, employee survey, exit interviews etc.
CSR activities are being carried out mainly in eight nearby villages of Plant and Mines areas. Your Company focuses on five basic community needs such as Education, Health, Sustainable Livelihood, Rural Development and Social Causes at large.
Way forward, the Company has reviewed its earlier twelve Core Competencies for talent assessment and adopted seven Core Competencies for its executive development plan. The Company is constantly improving on People Management Practices and taking every step to enrich our major HR thrust areas which in turn has helped the Company in getting excellence in development of Human Capital. This has also paved way for CII and Green Tech Foundation Awards for environment, health and safety.
Fair and consistent HR Policies followed by the Management ensure that Industrial Relations continue to be peaceful and cordial. Workers are given adequate opportunities/encouragement to share new ideas. Company also gives due weightage to job enrichment of workers and compensation.
ENVIRONMENT, HEALTH AND SAFETY
Occupational health, safety and environment has always been on the priority agenda of the Management. The Company has taken up mass plantation in and around its factory, colony and mines area. The Company has conducted periodic medical and health check-up of its employees. As a social responsibility, the Company has also provided free medical facilities to nearby residents around its plant and mines area by conducting medical camps. It is gratifying to note that your Company has received the First Prize for Publicity & Propaganda, Second Prize for Mineral Conservation and Third Prize for Reclamation & Rehabilitation under Category-A2 during 29 Mines Environment and Mineral Conservation Week 2018-19.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate Internal Control System commensurate with the size and level of operations of the Company and the same were operating effectively throughout the year. The Internal Audit Team apart from submitting its Reports on the Audit Observations also submits its Report on the ef cacy and adequacy of Internal Control Systems to the Chairman of Audit Committee of the Board. There are adequate checks & balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in the respective areas, wherever required.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Control Policies and Procedures in relation to the size and nature of operations of the Company. This ensures accuracy and comprehensiveness of the Financial & Accounting Records. These are adequate for safeguarding of its assets and effective towards prevention and detection of frauds and errors. The Policies and Procedures are also adequate for orderly and efficient conduct of business of the Company. During the year under review, no reportable material weaknesses were observed in the system.
KEY CHANGES IN FINANCIAL INDICATORS
The key financial ratios of the Company are as under:-
|S. No.||Ratios||Unit of measure||As on 31.3.2019||As on 31.3.2018|
|5||Operation profit margin||%||7%||6%|
|6||Net profit margin||%||-7%||-11%|
|7||Return on Net Worth||%||-24%||-20%|
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as on 31 March 2019 in the prescribed Form MGT-9 is attached as Annexure A to this Report and forms a part of it. The same is also available on the website of the Company at www.udaipurcement.com.
RELATED PARTY TRANSACTIONS
During the Financial Year ended 31 March 2019, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Further, all the Related Party Transactions entered into by the Company with JK Lakshmi Cement Ltd., the Holding company (JKLC) and Hansdeep Industries & Trading Company Ltd., the Fellow subsidiary (HITCL) during the FY 2018-19, were within the limits of Rs. 750 Crore each, as authorized by the Members at the Annual General Meeting of the Company held on 9 August 2018 (AGM). A Statement showing particulars of such contracts or arrangements entered into with JKLC & HITCL in the prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Act, is attached as Annexure B to this Report. The Related Party Transaction Policy approved by the Board is available on the website of the Company.
JKLC and HITCL continue to provide all requisite assistance and support including technical, financial, marketing and operational support to the Company in the normal course of business. The Board has recommended Resolution seeking fresh omnibus approval of the Members upto an amount of Rs. 1500 Crore, on an annual basis, for the Related Party Transaction(s) to be entered into with JKLC for the FY 2019-20 and onwards, in the ordinary course of business and on arms length basis, subject to requisite approval of the Audit Committee of Directors of the Company, from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Companies Act, 2013 (Act), Smt. Vinita Singhania (DIN: 00042983) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The Board recommends her re-appointment.
The first term of office of Shri Onkar Nath Rai (DIN:00033142), as an Independent Director of the Company shall determine at the ensuing AGM. He is eligible for re-appointment as Independent Director of the Company for a second term of upto five consecutive years. The Board of Directors has recommended for the approval of the Members through Special Resolution in the ensuing AGM, re-appointment of Shri Onkar Nath Rai as Independent Director of the Company for a second term as mentioned in the AGM Notice, forming part of the Companys Annual Report 2018-19.
All the Independent Directors of the Company have given requisite declarations con rming that they meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Ms. Poonam Singh, Independent Director had, due to preoccupation and other commitments, tendered her resignation as Director of the Company w.e.f. 1 October 2018. Further, Shri Rohni Kumar Gupta, Whole-time Director, Chief Financial Of cer and Secretary of the Company, resigned from all above positions from 30 September 2018. The Board places on record its appreciation of the valuable contributions made by them during the course of their respective tenures with the Company.
The Board had appointed Mr. Pranav Chitre as the Chief Financial Of cer and Ms. Hema Kumari as Secretary of the Company w.e.f. 6 February 2019.
CONSERVATION OF ENERGY ETC.
The details as required under Section 134(3)(m) read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure C and forms part of it.
The Company has neither invited nor accepted any deposits from the public.
(a) Statutory Auditors and their Report M/s Bansilal Shah & Co., Chartered Accountants (Firm Registration Number: 000384W), were appointed as the Statutory Auditors of the Company for a term of 2 (two) consecutive years to hold Of ce from the conclusion of the 21 Annual General Meeting (AGM) till the conclusion of the 23 AGM to be held in the Year 2019. Accordingly, the term of Office of M/s. Bansilal Shah & Co. as Statutory Auditors of the Company, shall expire at the conclusion of the ensuing AGM. Being eligible, the Audit Committee and Board of Directors of the Company have recommended re-appointment of M/s Bansilal Shah & Co., Chartered Accountants as the Statutory Auditors of the Company for a second term of five consecutive years from the conclusion of ensuing 23 AGM till the conclusion of the 28 AGM. Requisite Resolution regarding their re-appointment is included in the Notice of ensuing AGM for approval of the Members.
The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Auditors Report does not contain any quali cations, reservations or adverse remarks.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the FY 2018-19.
The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as Annexure D. The Secretarial Audit Report does not contain any quali cations, reservations or adverse remarks.
(c) Cost Auditor and Cost Audit Report
M/s. HMVN & Associates, Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year ended 31 March 2018 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Company has duly maintained requisite Cost Records pursuant to Section 148(1) of the Companies Act, 2013.
The Audit of the Cost Records of the Company for the Financial Year ended 31 March 2019 is being conducted by the said Firm and the Report will be duly filed.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report as Annexure E. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said Particulars of Employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the ensuing Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business.
Your Company reaf rms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors Certi cate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:
(a) Particulars of the five Board Meetings held during the Financial Year under review.
(b) Salient features of the Nomination and Remuneration Policy, including changes therein.
(c) The manner in which formal annual evaluation of the performance of the Board of Directors, of its Committees and of individual Directors has been made.
(d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
(e) Details regarding Risk Management.
(f) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
COMPLIANCE OF SECRETARIAL STANDARDS
Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly complied with the applicable Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;
(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
Your Directors wish to place on record and acknowledge their appreciation for the continued support and valuable co-operation received from the Government of Rajasthan, other Government Authorities, Lending Institutions/Banks, Dealers, Suppliers, Business Associates and Companys valued Customers and the esteemed Shareholders for the faith they continue to repose in the Company.
The Directors also express their gratitude to Team UCWL whose unstinted efforts and collective contribution has enabled the Company to move ahead in tough times.
Last but not the least, your Directors wish to place on record their sincere gratitude towards JK Lakshmi Cement Limited, our Holding company and Hansdeep Industries & Trading Company Limited, a Fellow subsidiary, for all the financial, technical, marketing and operational assistance extended by them to make turnaround and revival of the Company a realty.
The Directors Report & Management Discussion and
Analysis contains forward-looking statements, which may be identified by the use of words in that direction, or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Companys strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.
Your Companys actual results, performance & achievements could thus differ materially from those projected in such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.
|On behalf of the Board of Directors|
|Place: New Delhi||Vinita Singhania|
|Date: 10 May 2019||Chairperson|